RESIGNATION AGREEMENT

THIS RESIGNATION AGREEMENT (this “Agreement”) is made this 17th day of August, 2008 by and between IVAN TUMANOV, residing at __________________, New York, New York (“Ivan”) and MAGNITUDE INFORMATION SYSTEMS, INC., a Delaware corporation, having its principal offices at 1250 Route 28, Branchburg, New Jersey 08876 (the “Company”).

WHEREAS, Ivan has an Employment Agreement, dated August 16, 2007, with the Company (the “Employment Agreement’); and

WHEREAS, Ivan was and is a party (together with the Company, Lin Dai, Michael Howard and Kiwibox Media, Inc.) to a certain Agreement and Plan of Reorganization, dated February 19, 2007 and the six (6) amendments thereto (collectively, the “Acquisition Agreement”); and

WHEREAS, Ivan has decided to pursue other opportunities and has negotiated with the Company to terminate the Employment Agreement and the Acquisition Agreement as it or they relate to Ivan and the Company pursuant to the terms and provisions of this Agreement.

NOW, THEREFORE, based upon the mutual premises and promises made by the parties to each

other, and for other good and valuable consideration, the sufficiency of which the parties hereby

acknowledge, it is agreed as follows:

     1.       Termination of Employment Agreement. Ivan and the Company agree to terminate the Employment Agreement, including without limitation, any and all rights, entitlements, benefits, salaries, bonuses, duties, obligations, Company securities issuable thereunder as well as any claims that have arisen or may arise thereunder against or for the benefit of either Ivan or the Company; Ivan and the Company, therefore, mutually agree that the Employment Agreement shall be deemed canceled and terminated and of no longer any legal force or effect as of the date of this Agreement.

     2.       Termination of Acquisition Agreement. Ivan and the Company agree to terminate the Acquisition Agreement as it relates to each of Ivan and the Company, including without limitation, any and all rights, entitlements, benefits, salaries, bonuses, duties, obligations, Company securities issuable thereunder as well as any claims that have arisen or may arise thereunder against or for the benefit of either Ivan or the Company; Ivan and the Company, therefore, mutually agree that the Acquisition Agreement shall be deemed canceled and terminated and of no longer any legal force or effect as of the date of this Agreement.

     3.         Purchase of Ivan’s Company Stock. As partial consideration for Ivan’s agreement to terminate the Employment Agreement and the Acquisition Agreement, the Company shall cause the purchase of Ivan’s securities, identified below, simultaneous with the execution and delivery of this Agreement; the Company shall cause a payment in the amount of Two Hundred Seventy-Five Thousand ($275,000) Dollars to be made to Ivan, either by delivery of a bank draft or certified check or by wire transfer into Ivan’s bank account on the date this Agreement is executed and delivered; in consideration of this payment, Ivan shall deliver to the Company certain of his Company shares, to wit, Certificate No. 2571, representing 9,638,213 Company common shares, Certificate No. CPG-02, representing 11,640 shares of the Company’s Series G Preferred Stock, certain “reset” Company shares, Certificate No. P2681, representing 6,590,231 Company common shares, and certain “penalty” Company shares, Certificate No. P2680, representing 3,520,000 Company Common Shares, Company common stock purchase option for 7,500,000 shares and Performance Common Stock Purchase Option for 3,000,000 shares, together with duly executed stock powers.

     4.         Mutual Releases.   Except for the promises made in this Agreement, the Company and Ivan hereby mutually release each other forever, their respective heirs, executors, administrators, directors, officers, employees and agents, from and against any claims of any nature whatsoever, that may have arose or that may arise out of or in connection with (i) any document, including without limitation the Employment Agreement and the Acquisition Agreement, as well as (ii) any set of facts or circumstances that may have arose or that may arise out of any facts or circumstances existing prior to the execution and delivery of this Agreement.

      5.1        Confidential Information. Ivan shall not, in any manner, for any reasons, either directly or indirectly, divulge or communicate to any person, firm or corporation, any confidential information concerning any matters not generally known in the website industry (the "Website Industry") or otherwise made public by the Company which affects or relates to the Company’s business, finances, marketing and/or operations, research, development, inventions, products, designs, plans, procedures, or other data (collectively, "Confidential Information") except in the ordinary course of business or as required by applicable law. For all purposes of this Article 5.1, Confidential Information shall include the methodologies developed by Ivan, alone or with others, during Ivan’s association and employment with the Kiwibox business, including (i) the “Collaborative Editorial and Content Management System”, (ii) the Multi-Level Permission/Jobs based administrative tools; (iii) the Points and Prizes Loyalty Rewards and Fulfillment Systems, and; (iv) any portion of the Kiwibox code and database. Without regard to whether any item of Con